Nokia tenders for 6˝%, 6.45%, 5 3/8% notes with $1.5 billion maximum

New York, May 30 – Nokia Corp. said it has begun a tender offer for the $214.01 million of 6˝% debentures due Jan. 15, 2028 and the $959.09 million of 6.45% debentures due March 15, 2029 issued by Lucent Technologies Inc. and the $1 billion of 5 3/8% notes due March 15, 2019 issued by Nokia itself.

Lucent is now Alcatel-Lucent USA Inc., a subsidiary of Nokia.

The notes will be repurchased as follows:

• All of the 6˝% debentures at a price to be set using a spread of 225 basis points over the 2.375% Treasury due May 15, 2027;

• All of the 6.45% debentures at a price to be set using a spread of 225 bps over the 2.375% Treasury due May 15, 2027; and

• A capped amount of the 5 3/8% notes at a price to be set using a spread of 40 bps over the 1.25% Treasury due May 31, 2019.

Nokia will accept any notes tendered from the two series of Lucent notes and an amount of the 5 3/8% notes capped so that it spends no more than $1.5 billion to purchase the three series of notes, according to a news release.

All the prices listed above include an early tender premium of $30.00 per $1,000 principal amount for notes tendered by the early deadline of 5 p.m. ET on June 12.

The tender ends at 11:59 p.m. ET on June 26.

Nokia will also pay accrued interest up to but excluding the settlement date.

The two series of Lucent notes have priority of acceptance followed by the 5 3/8% notes.

However, if Nokia exercises its early settlement option, then all notes tendered early will be accepted ahead of those tendered after, regardless of priority.

Final settlement is planned for June 28.

Alongside the tender offers, Nokia is soliciting consents to amend the Lucent note indentures to eliminate covenants relating to liens, sale and leaseback transactions and reports, and certain events of default other than those relating to failure to pay principal, premium and interest and to bankruptcy.

Holders who tender will be deemed to have delivered their consent, and consents may not be delivered without tendering.

Consents are needed for a majority of each series of notes to make the requested changes.

In addition to the amounts listed earlier, Nokia holds $85.99 million of the 6˝% debentures and $400.91 million of the 6.45% debentures. These notes will be disregarded for the purposes of calculating whether the necessary consents have been received.

The solicitation ends at 5 p.m. ET on June 12.

Completion of the tender is not conditional on the consent solicitation.

Nokia said it is carrying out the tender in order to reduce the amount of legacy debt at its subsidiary level and to refinance the short-dated 2019 notes.

The consent solicitation will provide greater flexibility and reduce administrative cost.

Nokia intends to ask S&P to withdraw its ratings on Alcatel Lucent and the Lucent notes. Moody’s rating was withdrawn in 2012.

Funding from the tender will come from an offer of new notes.

Nokia said it may redeem some or all of the 5 3/8% notes using their make-whole call provision after the end of the tender, depending on the results.

Barclays (+44 20 3134 8515, 800 438-3242, 212 528-7581 or liability.management@barclays.com), Citigroup Global Markets Ltd. (+44 20 7986 8969, 800 558-3745, 212 723-6106 or liabilitymanagement.europe@citi.com), Goldman Sachs & Co. LLC (+44 20 7774 9862, 800 828-3182, 212 357-1057 or liabilitymanagement.eu@gs.com) and J.P. Morgan Securities LLC (+44 20 7134 2468, 866 834-4666 or 212 834-3424) are the dealer managers. Lucid Issuer Services Ltd. (+44 20 7704 0880 or nokia@lucid-is.com) is tender and information agent.

Nokia is an Espoo, Finland based provider of communications technology.

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